Repco Home Finance Ltd. இன் முடிவுகள்

Mar 31, 2018

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Repco Home Finance Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2006 (as amended) specified under section 133 of the Act, read with the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2018, its profit, and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Companies (Accounting Standards) Rules, 2006 (as amended) specified under section 133 of the Act, read with the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 24 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund’ by the Company.

Re: Repco Home Finance Limited (“the Company”)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment/ fixed assets are held in the name of the company.

(ii) The Company’s business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the Order are not applicable to the Company.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the products of the Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax, service tax, value added tax, goods and service tax, cess and other statutory dues applicable to it. The provisions relating to duty of custom and duty of excise are not applicable to the Company

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, sales-tax, service tax, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of sales-tax, service tax, value added tax and cess which have not been deposited on account of any dispute. The dues outstanding of income tax on account of a dispute is as follows

Name of the Statute	Nature of dues	Period of dispute	Amount due Rs. In crores*	Forum where it is pending
Income Tax Act, 1961	Income Tax	FY 2012-13	4.04	Income Tax appellate Tribunal (ITAT)
Income Tax Act, 1961	Income Tax	FY 2013-14	4.33	Commissioner of Income tax appeals

* The Company has paid an aggregate of Rs.1.06 crores in protest against these matters and has filled appeal in both the cases.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government or dues to debenture holders.

(ix) According to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments) and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud / material fraud on the company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the Company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

We have audited the internal financial controls over financial reporting of Repco Home Finance Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Aniruddh Sankaran

Partner

Membership Number: 211107

Place of Signature: Chennai

Date: May 23, 2018

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Mar 31, 2017

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying Standalone financial statements of Repco Home Finance Limited ("the Company"), which comprise the balance sheet as at 31 March 2017, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March 2017.

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date.

c) In the case of Cash flow statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March

2017 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our Separate report under Annexure B; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - 23.1 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management - Refer Note 23.20

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2017, under heading "Report on other legal and regulatory requirements " of our report of even date

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) As explained to us, these fixed assets have been physically verified by the management at regular intervals; and as informed to us no material discrepancies were noticed on such verification;

c) The title deeds of the immovable property are held in the name of the Company

2. The Company being a service company does not hold any inventories, accordingly paragraph 3(ii) of the Order is not applicable to the Company.

3. The company has granted Secured loans to parties covered in the register maintained under section 189 of the Act;

i) The terms and conditions of the grant of such loans are not prejudicial to the interest of the company.

ii) The schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts are regular.

iii) There are no overdue amounts relating to loans granted.

4. The Company has complied with the provisions of Sec 185 and 186 of the Companies Act, 2013, in respect of loans, investments provided by the Company. The Company has not provided any guarantee or security to any company covered under Section 185 of the Companies Act 2013

5. The Company has not accepted any deposits from the public, accordingly Paragraph 3(v) of the order is not applicable to the Company.

6. As explained to us and based on the information and explanation provided to us, the Central Government has not prescribed the maintenance of Cost records under Sub-section (1) of section 148 of the Companies Act 2013 to this company.

7. i) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Income-tax, Service tax and other material statutory dues, as applicable, with the appropriate authorities in India. No undisputed amounts payable in respect of outstanding statutory dues were in arrears as at 31st March 2017 for a period of more than six months from the date they become payable.

ii) According to the information and explanations given to us and based on the records of the Company examined by us, the following amounts have not been deposited as at 31st March 2017 by the Company on account of disputes:

Name of Statute	Nature of Dues	Forum where the dispute is pending	Amount (Rs in Crores)	Period to which dues belong
Income tax Act 1961	Income Tax	CIT appeals	3.43	AY 2013-14

8. According to the records of the company examined by us and based on the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions, banks, Government or dues to debenture holders.

9. The Company has not raised any moneys by way of initial public offer or further public offer including debt instruments during the year. Term Loans borrowed by the company were applied for the purposes for which those loans are obtained..

10. As explained to us no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the year except the following:

11. The managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

S.	Nature of	Amount	Remarks
No	fraud	involved Rs. In Crores
1	Over valuation of property	0.34
2	Cash defalcation	0.15	Subsequently amount remitted by the employee. Amount involved represents amount identified till 31-03-2017.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. However the company has obtained Certificate of Registration under Section 29A of the National Housing Bank Act, 1987 as required.

We have audited the internal financial controls over financial reporting of Repco Home Finance Limited(" the company") as of March 31, 2017 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s Management is responsible for establishing and maintaining internal financial controls based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that :

i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and Directors of the company; and

iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS Over FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For R. Subramanian and Company LLP

Chartered Accountants

Firm''s registration number: ICAI FR No: 004137S/S200041

K. Jayashankar

Place: Chennai Partner

Date: 25th May 2017 M.No: 014156

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Mar 31, 2016

We have audited the accompanying Standalone financial statements of Repco Home Finance Limited ("the Company"), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March 2016.

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date.

c) In the case of Cash flow statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our Separate report under Annexure B; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 21(i) to the financial statements;

ii.The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii.There were no amounts which were required to be transferred to the Investor Education and Protection Fund of the Company.

The Annexure referred to in Independent Auditors''

Report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, these fixed assets have been physically verified by the management at regular intervals; and as informed to us no material discrepancies were noticed on such verification;

(c) The title deeds of the immovable property are held in the name of the Company

2. The Company being a service Company does not hold any inventories, accordingly paragraph 3(ii) of the Order is not applicable to the Company.

3. The Company has granted Secured loans to parties covered in the register maintained under section 189 of the Act;

i) The terms and conditions of the grant of such loans are not prejudicial to the interest of the Company.

ii) The schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts are regular.

iii) There are no overdue amounts relating to loans granted.

4. The Company has complied with the provisions of Sec 185 and 186 of the Companies Act, 2013, in respect of loans, investments provided by the Company. The Company has not provided any guarantee or security to any Company covered under Section 185 of the Companies Act 2013

5. The Company has not accepted any deposits from the public.

6. As explained to us and based on the information and explanation provided to us, the Central Government has not prescribed the maintenance of Cost records under Sub-section (1) of section 148 of the Companies Act 2013 to this Company.

7. (i) According to the information and explanations given to us and based on the records of the Company examined by us, the Company is regular in depositing the undisputed statutory dues, including Provident Fund, Income-tax, Service tax and other material statutory dues, as applicable, with the appropriate authorities in India. No undisputed amounts payable in respect of outstanding statutory dues were in arrears as at 31st March 2016 for a period of more than six months from the date they become payable.

(ii) According to the information and explanations given to us and based on the records of the Company examined by us, the following amounts have not been deposited as at 31st March 2016 by the Company on account of disputes:

Name Nature Forum Amount Period of the of Dues where the Rs. to which Statute dispute is Lacs the dues pending belong

Income Income CIT 617.58 AY 2009-10 Tax Act, Tax appeals AY 2012-13 1961 AY 2013-14

8. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks, Government or dues to debenture holders.

9. The Company has not raised any moneys by way of initial public offer or further public offer including debt instruments during the year. Term Loans borrowed by the Company were applied for the purposes for which those loans are obtained.

10. As explained to us no fraud by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

11. The managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. However the Company has obtained Certificate of Registration under Section 29A of the National Housing Bank Act, 1987 as required.

For R. Subramanian And Company

Chartered Accountants

FRN 004137S

K. Jayashankar

Place: Chennai Partner

Date: 10.05.2016 M.No: 014156

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Mar 31, 2015

We have audited the accompanying financial statements of REPCO HOME FINANCE LIMITED ("The Company") which comprise of the Balance Sheet as at 31st March 2015, Statement of Profit & Loss, and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors are responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards Specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) rules 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act, and the rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate to the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the company's directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2015; and

b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date.

c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2015, ('The Order'') issued by the Central Government of India in terms of Sub section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards Specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on 31st March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditors report in accordance with Rule 11 of the Companies ( Audits and Auditors) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us:-

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii) The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses,

iii) There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection fund by the Company.

ANNEXURE TO AUDITORS’ REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

Annexure referred to in Paragraph 1 under the heading "Report on other legal and regulatory requirements " of our Report of even date to the members of REPCO HOME FINANCE LIMITED on the accounts of the company for the year ended 31st March, 2015 :

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

I. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets ;

(b) As explained to us, these fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

II. The Company does not have inventory of goods, hence the provisions of Para 4(ii) of the Companies (Auditors Report), 2015 are not applicable to the company.

III. The company has granted Secured loans to parties covered in the register maintained under section 189 of the Act, and the receipt of principal and interest are regular.

IV. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to acquisition of properties/purchase of fixed assets and with regard to the sale of services. During the course of audit we have not observed any continuing failure to correct major weaknesses in internal controls.

V. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

VI. As explained to us and based on the information and explanation provided to us, the Central Government has not prescribed the maintenance of Cost records under Sub-section (1) of section 148 of the Companies Act 2013 to this company.

VII. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Investor education and protection fund Income-tax, Service act and other material statutory dues, as applicable, with the appropriate authorities in India. No undisputed amounts payable in respect of outstanding statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and based on the records of the company examined by us, the following amounts have not been deposited as on 31st March 2015 on account of disputes:--

Name Nature Amount Forum Period to of the of Dues Rs. where which the Statute Lacs the dues belong dispute is pending

Income Income 130.46 CIT Assessment Tax Act, Tax Appeals Years 1961 2009-10 and 2012-13

(c) According to the information and explanation made available to us there are no amount required to be transferred to Investor Education and protection fund.

VIII. The company has no accumulated losses as at 31st March 2015. The company has not incurred cash losses in the financial year under report and in the immediately preceding financial year.

IX. The company has not defaulted in repayment of dues to Banks / Financial institutions / Debenture holders.

X. The company has not given guarantees for loans taken by others from banks or financial institutions.

XI. To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion the Term loans have been applied for the purpose for which they were obtained.

XII. To the best of our knowledge belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year, although there have been few instances of loans becoming doubtful of recovery, consequent upon misrepresentation by borrowers, the amount whereof are not material in the context and size of the company and nature of its business and which have been provided for.

For R.SUBRAMANIAN AND COMPANY Chartered Accountants ICAI regd. No.004137S

R. PRAKASH

Place : Chennai Partner Date : 19th May 2015 M.NO: 205869

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Mar 31, 2014

We have audited the accompanying financial statements of REPCO HOME FINANCE LIMITED("the Company") which comprise of the Balance Sheet as at 31st March 2014, Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITy FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"), read with the General Circular15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITy

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2014

b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REqUIREMENTS

1) As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

2 As required by section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, read with the General Circular15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013, and

(e) On the basis of written representations received from the directors as on 31st March 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to Auditors'' Report

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

a) Some of the fixed assets were physically verified during the year by the management in accordance with the programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

b) During the year, the Company has not disposed off major part of its fixed assets.

a) The Company has not granted loans secured or unsecured to Companies/(or) parties covered in the register maintained under Sec. 301 of the Companies Act. However the Company has availed loans from parties covered in the Register maintained under Sec. 301 of the Companies Act. The details of which are given below:

Rs. in crore Name of Nature Balance Maximum the Party of Loan o/s as at amount availed 31/03/2014 outstanding during the year

Repco Secured 0.51 0.96 Bank Limited Term Loan

Repco Cash 397.72 464.55

Bank Limited Credit

b) The rate of interest and other terms and conditions of the loan availed are prima-facie not prejudicial to the interest of the company.

c) The repayment of principal amount and interest are regular and there are no overdue amount.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal control.

4. a) The transactions that need to be entered into

a register in pursuant to the provisions of Sec. 301 of the Companies Act. have been entered into the register.

b) The loans from a party listed in the register maintained U/s301 have been availed at interest rates which are reasonable having regard to the prevailing market rates at the relevant time.

5. The Company has not accepted any deposits from Public. Hence compliance of the directives issued by the National Housing Bank and the provisions of Sec. 58 A and 58 AA or any other relevant provisions of the Companies Act and the rules framed there under are not applicable.

6. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

7. The Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act.

8. a) The Company is regular in depositing

undisputed statutory dues and there are no arrears of statutory dues as at the last day of the financial year for a period of more than 6 months from the date they become payable.

b) According to the records of the company and the information and explanations given to us, there are no dues of Income tax, Sales tax, wealth Tax, Service tax, Excise Duty and Cess which have not been deposited on account of any dispute.

9. The Company has not incurred losses since inception.

10. Based on our audit procedures and on the information and explanations given by the Management, we are of the opinion that the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

11. Based on our examination of documents and records, we are of the opinion that no loans or advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities, other than housing/mortgage loans granted based on equitable mortgage of properties.

12. During the year no dealingtrading in shares by the Company was noticed.

13. The provisions of Special Statute releating to Chit fund/Nidhi are not applicable to this company.

14. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions during the financial year.

15. To the best of our knowledge and belief and according to the information and explanation given to us, the term loans availed by the Company

during the financial year have been applied for the purpose for which the loans were obtained.

16. According to the Cash flow statement and other records examined by us and based on the information and explanations given to us, on an overall basis, funds raised on short term basis have not been used during the financial year for long term investment.

17. During the year the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act..

18. No debentures have been issued by the Company during the year.

19. The Company has not raised any money by Public issue during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us, sums aggregating to Rs.24 Lakhs involving 1 fraud case on the company was noticed, and reported during the year.

For R.SUBRAMANIAN AND COMPANY Chartered Accountants ICAI regd. No. 004137S

R. PRAKASH Place : Chennai Partner Date : 13th May 2014 M.NO: 205869

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Mar 31, 2013

REPORT ON FINANCIAL STATEMENTS

We have audited the accompanying financial statements of REPCO HOME FINANCE LIMITED which comprise of the Balance Sheet as at 31st March 2013, Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013

b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors as on 31st March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

2. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

a) Some of the fixed assets were physically verified during the year by the management in accordance with the programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

b) During the year, the Company has not disposed off major part of its fixed assets.

2. a) The Company has not granted loans secured or unsecured to Companies / (or) parties covered in the register maintained under Sec. 301 of the Companies Act. However the Company has availed loans from parties covered in the Register maintained under Sec. 301 of the Companies Act. The details of which are given below:

Name of Nature of Balance the Party Loan availed o/s as at 31/03/2013

Repco bank Secured Term 0.99 Crore Limited Loan

Repco Bank Cash Credit 374.55 Crore Limited

b) The rate of interest and other terms and conditions of the loan availed are prima-facie not prejudicial to the interest of the company.

c) The repayment of principal amount and interest are regular and there are no overdue amount.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal control.

4. (a) The transactions that need to be entered into a register in pursuant to the provisions of Sec. 301 of the Companies Act. have been entered into the register.

(b) The loans from a party listed in the register maintained U/s301 have been availed at interest rates which are reasonable having regard to the prevailing market rates at the relevant time.

5. The Company has not accepted any deposits from Public, hence compliance of the directives issued by the National Housing Bank and the provisions of Sec. 58 A and 58 AA or any other relevant provisions of the Companies Act and the rules framed there under are not applicable.

6. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

7. The Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act.

8. a) The Company is regular in depositing undisputed statutory dues and there are no arrears of statutory dues as at the last day of the financial year for a period of more than 6 months from the date they become payable.

b) According to the records of the company and the information and explanations given to us, there are no dues of Income tax, Sales tax, wealth Tax, Service tax, Excise Duty and Cess which have not been deposited on account of any dispute.

9. The Company has not incurred losses since inception.

10. Based on our audit procedures and on the information and explanations given by the Management, we are of the opinion that the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

11. Based on our examination of documents and records, we are of the opinion that no loans or advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities, other than housing/mortgage loans granted based on equitable mortgage of properties.

12.During the year no dealing rading in shares by the Company was noticed.

13.The provisions of Special Statute releating to Chit fund/Nidhi are not applicable to this company.

14.According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions during the financial year.

15. To the best of our knowledge and belief and according to the information and explanation given to us, the term loans availed by the Company during the financial year have been applied for the purpose for which the loans were obtained.

16.According to the Cash flow statement and other records examined by us and based on the information and explanations given to us, on an overall basis, funds raised on short term basis have not been used during the financial year for long term investment.

17.During the year the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act..

18. No debentures have been issued by the Company during the year.

19.The Company has disclosed the end use of money raised in the Public issue of Equity Shares and the same has been verified and found to be correct.

20. To the best of our knowledge and belief and according to the information and explanations given to us, sums aggregating to Rs.205.05 Lakhs involving 9 fraud cases on the company was noticed, and reported during the year.

21. Clause 4(ii) of the above order is not applicable to this Company.

For R. SUBRAMANIAN AND COMPANY

Chartered Accountants

Firm Reg No.004137s

Place: Chennai (C Ramamurthy)

Date : 10th May 2013 M No.205113

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Mar 31, 2012

We have audited the accompanying financial statements of REPCO HOME FINANCE LIMITED which comprise of the Balance Sheet as at 31st March 2013, Statement of Profit & Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013

b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors as on 31st March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

2. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

ANNEXURE TO AUDITORS'' REPORT ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

a) Some of the fixed assets were physically verified during the year by the management in accordance with the programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

b) During the year, the Company has not disposed off major part of its fixed assets.

2. a) The Company has not granted loans secured or unsecured to Companies / (or) parties covered in the register maintained under Sec. 301 of the Companies Act. However the Company has availed loans from parties covered in the Register maintained under Sec. 301 of the Companies Act. The details of which are given below:

Name of Nature of Balance the Party Loan availed o/s as at 31/03/2013

Repco bank Secured Term 0.99 Crore Limited Loan

Repco Bank Cash Credit 374.55 Crore Limited

b) The rate of interest and other terms and conditions of the loan availed are prima-facie not prejudicial to the interest of the company.

c) The repayment of principal amount and interest are regular and there are no overdue amount.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal control.

4. (a) The transactions that need to be entered into a register in pursuant to the provisions of Sec. 301 of the Companies Act. have been entered into the register.

(b) The loans from a party listed in the register maintained U/s301 have been availed at interest rates which are reasonable having regard to the prevailing market rates at the relevant time.

5. The Company has not accepted any deposits from Public, hence compliance of the directives issued by the National Housing Bank and the provisions of Sec. 58 A and 58 AA or any other relevant provisions of the Companies Act and the rules framed there under are not applicable.

6. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

7. The Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act.

8. a) The Company is regular in depositing undisputed statutory dues and there are no arrears of statutory dues as at the last day of the financial year for a period of more than 6 months from the date they become payable.

b) According to the records of the company and the information and explanations given to us, there are no dues of Income tax, Sales tax, wealth Tax, Service tax, Excise Duty and Cess which have not been deposited on account of any dispute.

9. The Company has not incurred losses since inception.

10. Based on our audit procedures and on the information and explanations given by the Management, we are of the opinion that the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

11. Based on our examination of documents and records, we are of the opinion that no loans or advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities, other than housing/mortgage loans granted based on equitable mortgage of properties.

12. During the year no dealingtrading in shares by the Company was noticed.

13. The provisions of Special Statute releating to Chit fund/Nidhi are not applicable to this company.

14. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions during the financial year.

15. To the best of our knowledge and belief and according to the information and explanation given to us, the term loans availed by the Company during the financial year have been applied for the purpose for which the loans were obtained.

16. According to the Cash flow statement and other records examined by us and based on the information and explanations given to us, on an overall basis, funds raised on short term basis have not been used during the financial year for long term investment.

17. During the year the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act..

18. No debentures have been issued by the Company during the year.

19. The Company has disclosed the end use of money raised in the Public issue of Equity Shares and the same has been verified and found to be correct.

20. To the best of our knowledge and belief and according to the information and explanations given to us, sums aggregating to Rs.205.05 Lakhs involving 9 fraud cases on the company was noticed, and reported during the year.

21. Clause 4(ii) of the above order is not applicable to this Company.

For R.SUBRAMANIAN AND COMPANY Chartered Accountants ICAI regd. No. 004137S C. RAMAMURTHY Place : Chennai Partner

Date : 10th May 2013 M.NO: 205113

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of REPCO HOME FINANCE LIMITED as at March 31, 2011 and the Profit and Loss account and also the Cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s manage- ment. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materi- al misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the man- agement, as well as evaluating the overall finan- cial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s report) Order 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the mat- ters specified in paragraphs 4 and 5 of the said Order, to the extent they are applicable to the Com- pany.

4. Further to our comments referred to in the annexure referred in paragraph above we report that:

i. We have obtained all the information and ex- planations which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of accounts as re- quired by law have been kept by the Company so far as it appears from our examination of those books;

iii. The Balance Sheet Profit and Loss Account and the cash flow statement dealt with by this report are in agreement with the books of ac- count;

iv. In our opinion the Balance Sheet Profit and Loss Account and the cash flow statement of the Company comply with the accounting stan- dards referred to in Sub-Section 3C of Section 211 of the Companies Act, 1956.

5. On the basis of written representations received from the Directors as on 31st March, 2011 and tak- en on record by the Board of Directors, none of the Directors is disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant ac- counting policies and notes thereon give the in- formation required by the Act in the manner so re- quired and give a true and fair view in conformity with the accounting principles generally accepted in India.

1) in the case of the Balance Sheet of the state of affairs of the Company as at March 31, 2011 ;

2) in the case of Profit and Loss Account, of the Profit for the year ended on that date and

3) in the case of Cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED IN PARAGRAPH 3 OF OUR REPORT TO THE MEMBERS OF REPCO HOME FINANCE LIMITED ON THE ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31-03-2011.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

a) Some of the fixed assets were physically verified during the year by the management in accordance with the programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

b) During the year, the Company has not disposed off major part of its fixed assets.

2. a) The Company has not granted loans secured or unsecured to Companies/(or) parties covered in the register maintained under Sec. 301 of the Companies Act. However the Company has availed loans from parties covered in the Register maintained under Sec. 301 of the Companies Act. The details of which are given below:

Name:

Repco Bank Ltd.,

Loan amount outstanding as on 31-03-2011:

Rs. 246.35 Crore (Rs.98.28 Crore)

b) The rate of interest and other terms and conditions of the loan availed are prima-facie not prejudicial to the interest of the company.

c) The repayment of principal amount and interest are regular and there are no overdue amount.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal control.

4. a) The transactions that need to be entered into a register in pursuant to the provisions of Sec. 301 of the Companies Act. have been entered into the register.

b) The loans from a party listed in the register maintained U/s301 have been availed at interest rates which are reasonable having regard to the prevailing market rates at the relevant time.

5. The Company has not accepted any deposits from Public, hence compliance of the directives issued by the National Housing Bank and the provisions of Sec. 58 A and 58 AA or any other relevant provisions of the Companies Act and the rules framed there under are not applicable.

6. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

7. The Central Government has not prescribed maintenance of cost records under Sec. 209 (l)(d) of the Companies Act, 1956 for the activities of the company.

8. a) The Company is regular in depositing undisputed statutory dues and there are no arrears of statutory dues as at the last day of the financial year for a period of more than 6 months from the date they become payable.

b) According to the information and explanations given to us, there are no disputed statutory dues.

9. The Company has not incurred losses since inception.

10. Based on our audit procedures and on the information and explanations given by the Management, we are of the opinion that the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

11. Based on our examination of documents and records, we are of the opinion that no loans or advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities, other than housing/mortgage loans granted based on equitable mortgage of properties.

12. During the year no dealing rading in shares by the Company was noticed.

13. The provisions of Special Statute releating to Chit fund/Nidhi are not applicable to this company.

14. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions during the financial year.

15. To the best of our knowledge and belief and according to the information and explanation given to us, the term loans availed by the Company during the financial year have been applied for the purpose for which the loans were obtained.

16. According to the Cash flow statement and other records examined by us and based on the information and explanations given to us, on an overall basis, funds raised on short term basis have not been used during the financial year for long term investment.

17. During the year the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act..

18. No debentures have been issued by the Company during the year.

19. As per the information and explanations given to us and the records examined by us, the Company has not raised money by Public issue during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us, two fraud cases aggregating to Rs.35.25 lakh on the company was noticed, and the same has been reported to NHB during the year.

21. Clause 4(ii) and 4(iii) of the above order are not applicable to this Company

R. SUBRAMANIAN AND COMPANY

Chartered Accountants

Partner

(N Krishnamurthy)

(M No.19339)

Firm Reg No.0041371

Place: Chennai

Date : 29-04-2011

---

Mar 31, 2010

1 We have audited the attached Balance Sheet of REPCO HOME FINANCE LIMITED as at March 31. 2010 and the Profit and Loss account and also the Cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management Our responsibility is to express an opinion on these financial statements based on our audit

2 We have our audit in accordant a with auditing standards generally accepted in India Those standards require that we plan at perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates (Me management as well as evaluating the overall financial statement presentation We believe that our audit provides a reasonable basis for our opinion

3 As required by the Companies (Auditor''s report) Order 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act. 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent they are applicable to the Company

4 Further to our comments referred to in the annexure referred in paragraph above we report that:

i. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit,

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books;

iii The Balance Sheet Profit and Loss Account and the cash flow statement dealt with by this report are in agreement with the books of account:

iv In our opinion the Balance Sheet Profit and Loss Account and the cash flow statement of the Company comply with the accounting standards referred to in Sub-Section 3C of Section 211 of the Companies Act, 1956.

5) On the basis of written representations received from the Directors as on 3111 March, 2010 and taken on record by the Board of Directors, none of the Directors is disqualified from being appointed as a Director in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

6) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and notes thereon give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

1) in the case of the Balance Sheet of the state of affairs of the Company as at March 31 2010;

2) in the case of Profit and Loss Account, of the Profit for the year ended on that date and

3) in the case of Cash flow statement, of the cash flow for the year ended on that date.

1. i he Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

a) Some of the fixed assets were physically verified during the year by the management in accordance with the programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us. no material discrepancies were noticed on such verification

b) During the year, the Company has not disposed off major part of Its fixed assets

2. a) The Company has not granted loans secured or unsecured to Compares/(or) parties covered in ihe register maintained under Sec 301 of the Companies Act However the Company has availed loans from parties covered in the Register maintained under Sec 301 of the Companies Act. The details of which are given below

Name Loan amount outstanding as on 31-03-2010

Repco Bank Rs. 939,186,326/-

(b) The rate of interest and other terms and conditions of the loan availed are prima-facie not prejudicial to the interest of the company

(c) The repayment of principal amount and interest are regular and there are no overdue amount.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of fixed assets During the course of our audit no major weakness has been noticed in the internal control.

4 (a) The transactions that need to be entered into a register in pursuant to the provisions of Sec. 301 of the Companies Act. have been entered into the register

(b) The loans from a party listed in the register maintained U/s30i have been availed at interest rates which are reasonable having regard to the prevailing market rates.

5. The Company has not accepted any deposits from Public, hence compliance of the directives issued by the Reserve Bank of India and the provisions of Sec. 58 A and 58 AA of the Companies Act and the rules framed there under are not applicable

6. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

7. The Central Government has not prescribed maintenance of cost records under Sec. 209 (1 )(d) of the Companies Act, 1956 for the activities of the company

8. a) The Company is regular in depositing undisputed statutory dues and there are no arrears of statutory dues as at the last day of the financial year for a period of more than 6 months from the date they become payable

b) According to the information and explanations given to us. there are no disputed statutory dues, which have not been deposited

9 The Company has not incurred losses since inception

10. Based on our audit procedures and on the information and explanations given by the Management, we are ol the opinion that the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

11. Based on our examination of documents and records, we are of the opinion that no loans or advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities, other than housing/mortgage loans granted based on equitable mortgage of properties.

12. In respect of dealing rading in shares by the company, proper records have been maintained of the transactions and contracts and timely entries have been made. The shares are held in the name of the Company.

13 The provisions of Special Statute relegating to Chit fund/Nidhi are not applicable to this Company.

14 According to the information and explanations given to us. the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions during the financial year.

15. To the best of our knowledge and belief and according to the information and explanation given to us, the term loans availed by the Company during the financial year have been applied for the purpose for which the loans were obtained.

16 According to the Cash flow statement and other records examined by us and based on the information and explanations given to us, on an overall basis, funds raised on short term basis have not been used during the financial year for long term investment

17. During the year the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Companies Act..

18 No debentures have been issued by the Company during the year.

19. As per the information and explanations given to us and the records examined by us, the Company has not raised money by Public issue during the year.

20 To the best of our knowledge and belief and according to the information and explanations given to us. no fraud on or by the company was noticed or reported during the financial year.

21. Clause 4(ii) and 4(iii) of the above order are not applicable to this Company.

R. SUBRAMANIAN AND COMPANY

Chartered Accountants,

M. Viswanathan

Place: Chennai (M. No. 209258)

Date : 23 April 2010 Firm Reg. No. 004137S

---

Mar 31, 2009

1 We have audited the attached Balance Sheet or REPCO HOME FINANCE LIMITED as at March 31, 2009 and the Profit and Loss account and also the Cash flow statement for the year ended on that date annexed thereto. These financial statements are She responsibility or'' the Company''s management. Our responsibility is to express an opinion on these financial statements based in our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we ptan and perform the audit to obtain reasonable assurance about whether the financial statements are free of maternal misstatement. An audit includes. examining on a test basis, evidence supporting the amounts an disclosures in the financial statements An audit also includes assessing the according principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that o jr audit provides a reasonably basis for our opinion.

3. As required by the Compares (Auditor''s report} Order 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act. 1956. we annex hereto a statement on the mailers specified in paragraphs 4 and b of the said Order to the extent they are applicable lo the Company.

4 Further to our comments referred to in the annexure referred in paragraph above we report that:

i. We have obtained at the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit,

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books,

iii, The Balance Sheet Profit end I.oss Account and their cash flow statement dealt with by this report are in agreement with the books of account:

iv. In our opinion the Balance Sheet Profit and loss Account and the cash flow statement of the Company comply with the accounting standards referred to in Sub-Section 3C of Section 211 of the Companies Act. 1956.

5) On the basis of whiten representations received from the Directors as on 31st March. 2009 and taken on record by the Board of Directors, none ot the Directors is disqualified from being appointed as a Director in terms of clause (g) of sub- section (1) Section 274 of the Companies Act 1956

6. In our opinion and to the best of our information and according to the extant owns given to us, the said accounts read together with significant accounting policies and notes thereon give the information required by (he Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

1) in the case of the Balance Sheet of the slate of affairs of the Company as at March 31, 2009 :

2) in the case of Profit ana Loss Account, ot the Profit for the year ended on that dale and

3) in the case of Cash flow statement, of the cash flow for the year ended on that date.

1. The Company has maintained proper records showing full particulars including quantitative details and situation fixed assets.

a) Some of the fixed assets were physically verified during the year by the management in accordance with the programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonably internals. According to the information and explanations given to us. no material discrepancies were noticed on such vindication.

b) During the year, the Company has not disposed off major part of its fixed assets

2. a) The Company has not granted loans secured or unsecured Ho Companies/ (or)) parties covered in the register maintained under Sec. 301 of the Companies Ad. However the Company has availed loans from parties covered in the Register maintained under Sec. 301 of the Companies Act. The details of which are given below:

Name Loan amount outstanding as on 31 -03-2009

Repco Bank, Rs. 51.553,416/-

(b) The rate of interest and other terms and conditions oi the loan availed are prima-farie not prejudicial to the interest of the company.

(c) The repayment of principal amount and interest are regular and there are no overdue amount.

3. In our opinion and according to the informal ion and explanations given to us. there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of forced assets. During ihe course of our audit, no major weakness has been noticed in the internal control.

4. (a) The transactions that need to be entered into a register in pursuant to the provisions of Sec. 301 of the Companies Act. have been entered into the register.

(b) The Jonas from a partly listed in the register maintained U/S 301 have been availed at interest rates which are reasonable having regard to the prevailing market rates

5. The Company has not accepted any deposits from Public, hence compliance of the directives issued by the Reserve Bank of India and the provisions of See. 53 A and AA of the Com pa rights Act and the rules framed there under are not applicable.

6. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

7. The Central Government has not prescribed intendance of cost records under Sec. £09 (1 )(d) of the Companies Act, 1056 For the activities of the company.

8 a) The Company to regular In depositing statutory dues and there are no arrears of statutory dues as at the last day of the financial year for a period to more than months from the date they become payable.

b) According to the information and explanations given to us. there are no disputed statutory dues.

9. The Company has not incurred losses since inception.

10. Based on our audit procedures and on the information and explanations given by the Management, wo arc of the opinion than the Company has not defaulted in the repayment of dues to Financial institutions and Banks

11. Rased on our examination or ''documents and records, we arc ot the opinion that no loans or advances have been granted Dy the Company on the basis of security by way of pledge of shares, debentures and other securities, other than housing/mortgage loans granted based on equitable mortgage of properties.

12. In respect of dealing/trading in shares by the Company, proper records have been maintained of the transistors and can tracts and timely engines have been made. The shares are held in the name of the Company.

13. The provisions of Special Statute relating to Chit fund/Nidhi are not applicable to this Company.

14. According to the information and explanations given to us. the Company has not given any guarantee tor loans taken by others from Bank or financial institutions during the financial year.

15 To the best of other knowledge and belief and according to the information and explanation given to us, the term loans availed by the Company during the financial year have been applied for the purpose for which the loans were obtained

16 According to the Cash flow statement and other records examined by us and based on the information and explanations given to us. on an overall basis, funds raised or short term basis have not been used during the financial year for long term investment

17 During the year the Company has not made any preferential allotment of shares to ponies and Companies covered in the Register maintained under Section 301 of the Companies Act..

18. No debentures have been issued by the company during the year.

19. As per the information and explanations given to us and the records examined by us, the Company has not raised money by Pubiic issue during the year.

20 To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the company noticed or reported during the financial year

21 Clause 4(ii) and 4 (iii) to the above order are not applicable to this Company.

R. SUBRAMANIAN AND COMPANY

Chartered Accountants,

R.Subramanian

Place: Udhagamandalam Partner

Date : 24-04-2009 M.No.8460

---

Mar 31, 2008

1 We haw audited the attaches Balance Sheet of REPCO HOME FINANCE LIMITED as at March 31, 2008 and the also the Cash flow statement to the year ended on that date annexed thereto. These manual statement are the responsibility of the Company''s management. Our responsibility is to express an Opinion on these financial statements based on our adult.

2. We have conducted our audit n accordant* with auditing stands rds generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements to material misstatement. An audit includes, examining on a test basis. evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant est mates made by the management as well as evaluating the overall financial statement presentation We believe that cur audit provides a reasonable basis for out opinion.

3. As required by the Companies (Auditor''s report) Order 2003 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act 1956. we annex hereto a statement on matters specified in paragraphs 4 and b of the said Order, to the extent they are applicable to the Company.

4. Further to our consents referred in to the annexure referred in paragraph above we report t hat:

i. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii In our opinion, proper hooks of accounts as required by law have been kept by the Company so far as it appears from our examination of those books:

iii. The Balance Sheet Profit and Luss Account and the cash flow statement dealt with by this report are in agreement with the books ot account;

iv In our opinion the Balance Sheet Profit and Loss Account and the cash flow statement of the Company comply with the accounting standards referred to in Sub-Section 30 of Section 2 11 of the Companies Act 19b6. ''

5) On the basis of written representations received from the Directors as on 31* March 2008 and taken on record by the Board to Directors, none of the Directors is disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 ot the Companies Ar;l. 1956.

6) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and notes thereon give the information required by the Act in the manner so required and give a true view m conformity With the accounting principles generally accepted in India. ''

1. in the case of the Balance Sheet of the state of affairs to the Company as at March 31. 200E5 ;

2. in the case of Profit and loss Account to the Profit for the year ended an that date and

3) in the case of Cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE REFERRED IN PARAGRAPH 3 OF OUR REPORT TO THE MEMBERS OF REPCO HOME FINANCE LIMITED ON THE ACCOUNTS FOR THE FINANCIAL YEAH ENDED 31.03.2000

1 The Company has maintained proper records showing FUH particulars Including quantitative details and situation of fixed assets.

a) Some of the fixed assets were physically verified during the year by the managemen in accordance with the programme of verification, which in our opinion provides for physical verification old all the fixed assets a! reasonable intervals. According to the information and explanations given to us. no material discrepancies were noticed on such verification,

b) During the year, the Company has not disposed off major part of its fixed assets.

2 (a) The Company has not granted loans secured or unsecured to Companies/for) parties covered ii < the register maintained under Sec. 301 of the Companies Act. However the Company has availed loans from parties covered in the Register maintained under Sac. 301 of the Companies Act. 1 he details of which are given below:

Name Loan amount outstanding as on 31.03.2008

Repco Bank Ltd. Rs. 279,426,010

(b) The rate of interest and other terms and conditions of the loan availed are puma-facre not prejudicial to the interest of the company.

(c) The repayment of principal amount and interest are regular and there are no overdue amount.

3. in our opinion and according to the inform action and explanation given to us there are adequate internal control procedures commensurate with the size of the company and the nature to its business for purchase of fixed assets. During the course of our audit, no major weakness has been noticed in the internal control;

4. (a) The transactions that need to be entered into a register in pursuant to the provisions of Sec, 301 of the Companies Act. have Peen entered into the register.

(b) The loans from a party listed in the register maintained U/s301 have been availed at interest rates which are reasonable listing regard to the prevailing market rates.

5. The Company has not accepted any deposits from Public, hence compliance to the directives issued by the Reserve Bank of India and the provisions of Sec. 58 A and 58 AA of the Companies Act and the rules framed there under are roil applicable.

6. In our opinion, the Company has an internal audit system commensurate with the si7a and nature to its business.

7. The Central Govern me nt has not p prescribed maintenance of cost records under Sec. 209 (1 }(d) of t he Companies Act. 1 for the activities of the company.

8. a} Tire Company is regular in depositing undisputed statutory dues and there are of statutory dues as at the last day of the financial year for a period of more than 6 months from the date tney become payable

b) According to The information and explanations given to us. there are no disputed statutory dues.

9. The company has not incurred losses since inception.

10. Based on our audit procedures and on the Information and explanation given by the Management we are of the opinion that the Company has not defaulted in the repayment of dues to Finance Institutions and Ranks.

11. Based on our examination of documents and records, we am of the opinion that nr. loans or advances have granted by (tie Company on rhe basis to security by way of pledge of shares, debentures and other securities, other than mousy/mortgage loans granted based on equitable mortgage of properties.

12. In respect of dealing trading in shares by the company, proper records have been maintained of the transactions and timely entries have been made. The shams are held in the name of the Company

13. The provisions of Special Statute relating to Chil furid/Nidhi are not applicable to this company

14. According to the information and explanations given to us, the Company has not given any guarantee tor loans taken by others front Bank or Financial Institutions during the financial year,

15 To the Dos; of our knowledge and belief and according to the information and explanation given to us, the term loans availed by the Company during the financial year have been applied for the purpose for which the loans were obtained.

16 According to the Cash flow statement and other records examined by us and based on the information and explanations given tons, on an overall basis, funds raised on short-term basis have not been usea during the financial year for long-term investment.

17. During the year Company has allotted shares to First Carlyle Growth VI and Co-investors . The price at which the shares have been issued are- not prejudicial to the interest of the company

18. No debentures have been issued by the Company during the year.

19 As per the information anti explanations given to us and the records examined by us the Company has not raised money by Public issue during the year.

20. To the best of our Knowledge and belief and according to the information and explanations given to us. no fraud on or by the company was has or reported during the financial year.

21 Clause 4(ii) and 4( Ni) of the above order are not applicable to this Company.

For R. SUBRAMANIAN AND COMPANY.

Chartered Accountants

Place: Chennai

Date: 11th April 2008 M. Viswanathan

Partner

M No.209258